5. corporatefinanceinstitute.com
Company Overview
• History: (What year was the company found? Who founded it? What key milestones has the company
achieved?)
• Valuation: (How has the stock performed? What is the market pricing in? What are the drivers behind
their success? What are some of the key investment highlights?)
• Strategy: (What is the company focusing on? What has company management iterated about strategy?
What makes their strategy strong? What are the key details of the company’s strategy?)
• Corporate Finance Transactions: (What are some of the companies most recent/notable/transformative
acquisitions? Did they raise any equity/debt capital? Did they IPO recently?)
• Ownership: (Who are the top shareholders? What % ownership? Value of ownership?)
*P/E and EV/EBITDA are based on FY18(e) for comparison
Share Price Current: $40.00 High/Low: $50.15 / $35.79
Key Metrics Unit
Operating Data
Operating Data
Operating Data
Operating Data
Operating Data
Operating Data
Revenue Mix % Gross ($mm)
Segment A % $
Segment B % $
Segment C % $
Industry Data Average
Relevant Industry Vertical A
EV/EBITDA
EV/Revenue
P/E
Relevant Industry Vertical B
EV/EBITDA
EV/Revenue
P/E
Company Highlights Valuation & Share Performance
Key Valuation Statistics ($mm)
Enterprise Value $2,626.90 Revenue (FY18e) $968
Market Cap $2,228.20 EBITDA (FY18e) $310
P/E* 39.6x EBITDA Margin 32%
EV/EBITDA* 8.5x Debt / EV 17%
Cash $320 Total Debt $450
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
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Overarching Competitive Advantage: (What makes this part of their business model significant?
What is the competitive landscape like? What are they key industry themes and trends?)
• (e.g. Provide an example)
Industry Value Chain
Business Model Element 1:
Business Model
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
Business Model Element 2:
Business Model Element 3:
Industry Theme 1:
Industry Theme 2:
7. corporatefinanceinstitute.com
Segment A:
(What is most impressive about this segment? How does it
compare to previous periods?)
• (What is the forecasted growth rate? What is driving
growth in this particular segment?)
- (What is the significance of this? How are the
company’s competitors faring?)
• (What are some catalysts for this business segment?
What opportunities exist?)
Operating Forecast
Segment B:
(What is most impressive about this segment? How does it
compare to previous periods?)
• (What is the forecasted growth rate? What is driving
growth in this particular segment?)
- (What is the significance of this? How are the
company’s competitors faring?)
• (What are some catalysts for this business segment?
What opportunities exist?)
Revenue Drivers
(in millions of U.S. dollars) 2014 2015 2016 2017E 2018E 2019E 2020E 2021E
Segment A 295.2 331.6 343.4 412.2 503.8 521.3 535.9 547.8
Segment B 177.1 197.7 203.3 242.5 294.5 302.8 309.4 314.3
Segment C 118.1 127.4 126.6 145.7 170.5 168.8 165.8 161.8
Total Revenues 590.4 656.7 673.3 800.3 968.8 992.9 1,011.2 1,023.9
Segment A Revenue Growth, % 12.3% 3.5% 20.0% 22.2% 3.5% 2.8% 2.2%
Segment B Revenue Growth, % 11.6% 2.9% 19.3% 21.5% 2.8% 2.2% 1.6%
Segment C Revenue Growth, % 7.9% -0.6% 15.1% 17.1% -1.0% -1.7% -2.5%
Total Revenues Growth, % 11.2% 2.5% 18.9% 21.1% 2.5% 1.8% 1.3%
Total Adjusted EBITDA 192.1 249.2 249.4 283.4 310.0 317.7 323.6 327.6
EBITDA Margin, % 32.5% 38.0% 37.0% 35.4% 32.0% 32.0% 32.0% 32.0%
Revenue & EBITDA Forecast
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
Segment C:
(What is most impressive about this segment? How does it
compare to previous periods?)
• (What is the forecasted growth rate? What is driving
growth in this particular segment?)
- (What is the significance of this? How are the
company’s competitors faring?)
• (What are some catalysts for this business segment?
What opportunities exist?)
8. corporatefinanceinstitute.com
Shareholder Ownership
• (What is the breakdown between institutional/insider/retail ownership? What does this imply for float turnover? What is the float turnover?)
• (Who are the top shareholders? How has this ownership dynamic changed over time? What are the key takeaways from this dynamic? What kinds of opportunities does this create? How has this
activity impacted valuation?)
Ownership Analysis
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
9. corporatefinanceinstitute.com
Capital Adequacy
• Capital intensity diminishes over time (Why is this happening? Is it signaling a strategic shift? What does this mean for liquidity? What is the split between growth and maintenance capex?)
• Cash position improves over time (Why is this happening? How is this beneficial? What kinds of opportunities can Company A pursue with all this dry powder?)
• (What are some potential pitfalls Company A might run into? How can these be avoided?)
̶ (Where is capex expected to spike? Why? Are debt maturities evenly spaced out, or are they all within a short duration of each other? What does this mean?)
Debt Facility Outs.
($mm)
Avail.
($mm)
Maturity Interest rate Notes
Convertible
Senior
Unsecured
Notes
Revolving
Credit Facility
(What is the overarching theme? If your client takes away only one sentence from this slide, what should it be?)
Liquidity Analysis
(in millions of U.S. dollars) 2014 2015 2016 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E
Historical & Forecasted PP&E Capex 50.0 50.0 60.0 80.0 100.0 95.0 90.0 85.0 80.0 75.0 70.0 70.0
Historical & Forecasted Intangibles Capex 200.0 150.0 130.0 110.0 100.0 90.0 80.0 75.0 75.0 75.0 75.0 75.0
Debt Repayment - - 100.0 50.0 - 35.0 15.0 50.0 - 100.0 - 50.0
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
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Company EV/ LTM Sales EV/ LTM EBITDA Strategy Structure
** What are the
relevant valuation
metrics for
comps? **
(P/NAV? P/CF?
EV/EBITDAR? etc.)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
(LOGO B)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
(LOGO C)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
(LOGO D)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
(LOGO E)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
(LOGO F)
• (Any recent developments? Analyst consensus / sentiment? Overarching
themes? Stated growth strategies? Are they direct competitors?)
• (What industry verticals do they operate in? What are their business
segments? What’s the revenue split?)
Competitive Environment
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
12. corporatefinanceinstitute.com
Industry Spending
Industry Revenue Breakdown by Major Segment (2016)
Growing Vertical Revenue
New Vertical Revenue
Stagnating Vertical Revenue
Declining Vertical Revenue
Key Industry Averages
Total Debt/EBITDA
Total Debt/EV
EBITDA margin
EV/EBITDA
P/E Ratio
Market share of top 5 players
Global Industry
Total revenues
Forecasted 5-year revenue growth
Revenue Profile
(What are the secular trends in this industry? What is the industry outlook? What do the financial
metrics imply?)
(What are the aggregate totals? Where have we witnessed deviant trends? Where have we witnessed
convergent trends?)
Industry Review
Key Industry Trends
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
13. corporatefinanceinstitute.com
Competitor A divests X
Competitor G pulls IPO bid
Competitor D and Company A initiate joint venture
Competitor D 2:1 stock split
Company A initiates NCIB
Competitor C raises $1bn in Sr. Unsecured Notes
Competitor C buys X
Competitor D IPO
Major product rollout by Company A
Competitor D completes follow-on offering
Competitor E acquires X
Competitor F IPO
Competitor A acquires Competitor B
Competitor A acquires Competitor F
Competitor G IPO
Competitor C files Chapter 11
Competitor B divests X
Competitor C and Competitor D merge in a merger of equals
Company A acquires X
2011 2012 2013 2014 2015 2016 2017
Corporate Finance Activity
2004 2005 2006 2007 2008 2009 2010
Competitor A acquires X
Competitor A makes hostile bid for Company A
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
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Historical Share Price Performance
• May 2016 – Company A announces acquisition of Competitor F pending antitrust regulatory
approval
• Oct 2016 – Company A reports record-breaking Q3 results, exceeding analyst consensus on
both top line and EPS growth
• May 2017 – Company A acquires 10% stake in Competitor G in opportunistic bid following poor
post-IPO price performance from G
• Sep 2017 – Company A signs 10-year exclusivity agreement with major online retailer, Customer
X, to distribute Widget 2.0 on X’s platform
Key Events & Share Price Drivers
• Dec 2013 – Old CEO announces retirement; new CEO with 10 years’ industry experience appointed
• Jun 2014 – Company A and Competitor D initiates joint venture, achieving economies of scales in their
distribution channels
• Nov 2014 – Company A rolls out Widget 2.0 product line available in store and online
• May 2015 – Company A announces launch of new eCommerce platform; discontinues JV with Competitor D
• Nov 2015 – Company A divests X; market reacts positively to low capital intensity moving forward
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
16. corporatefinanceinstitute.com
Valuation Summary
Broker Estimates
Target Prices
($)
’18e Revenues
($mm)
‘18e EBITDA
($mm)
‘18e EBITDA
Margin (%)
RBC (10/16/2017) $46.00
J.P. Morgan
(10/17/2017)
$45.00
BMO (10/20/2017) $47.50
Morgan Stanley
(10/21/2017)
$47.25
CIBC (10/27/2017) $48.00
Current: $40.00 High: $50.15 Low: $35.79
Valuation Metrics Intrinsic Trading Precedents
EV/EBITDA
EV/Revenue
P/E
• (How has Company A’s stock performed relative to the market index? By how much? Since
when?)
• (Are there any nuances regarding how the market is valuing Company A? What catalysts are
priced in? What are not?)
• (Is there a trend where the market rewards Company A for certain types of activity? Where is
the stock trading at in terms of its 52-week range? Is there causality?)
• (What’s the street consensus? What are common analyst themes? Do they think Company A
is under/overvalued?)
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
Stock Price Performance Valuation Football Field
17. corporatefinanceinstitute.com
Category Assumptions Comments
2016A 2017-2024E
EBITDA Margin
• (What are your justifications as to why you chose these specific ranges of assumptions? Where do you see opportunity for
growth/improvement? Do you believe the market is misunderstanding something? What do analysts think? Why do you
deviate?)
Cost of Revenues
Marketing & Sales
Technology &
Development
Operating Metric A
Operating Metric B
Purchases of PP&E
Purchases of
Intangibles
Valuation Analysis
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
18. corporatefinanceinstitute.com
Comparables Analysis
• (What is the reasoning behind choosing this particular peer set? Do they have similar business models? Are they direct competitors?)
• (What are the key similarities that you’ve identified in this peer set in terms of operations? Strategy? What are the differences?)
• (Which company is the closest proxy for Company A? Why? Which company is outperforming Company A? How can Company A be better than this outperformer?)
Comparable Company Rationale
(in millions of U.S.
dollars) Stock Equity Firm EV / Revenue EV / EBITDA Price / Earnings
Company Symbol Price Value Value 2016A LTM NTM 2018E 2016A LTM NTM 2018E 2016A LTM NTM 2018E
Competitor A A.TO $41.00 $8,015 $7,573 2.0x 5.0x 3.6x 2.3x 10.7x 9.3x 10.4x 7.6x 100.7x 54.8x 51.6x 40.6x
Competitor B B.TO $3.59 $2,494 $3,104 3.1x 6.6x 5.7x 4.9x 7.5x 15.2x 13.9x 5.5x 109.3x 53.8x 64.7x 48.6x
Competitor C C.TO $27.22 $6,116 $6,722 3.9x 2.0x 6.4x 5.5x 11.9x 11.2x 10.8x 11.9x 94.7x 62.2x 43.3x 43.5x
Competitor D D.TO $16.78 $4,278 $4,606 5.8x 5.9x 5.9x 1.2x 7.7x 6.1x 5.0x 14.0x 89.8x 64.2x 65.4x 52.5x
Competitor E E.TO $13.99 $2,533 $2,952 4.5x 3.9x 1.8x 2.6x 6.8x 5.8x 13.2x 6.8x 105.1x 67.8x 61.3x 56.0x
Competitor F F.TO $26.37 $10,190 $11,025 7.0x 7.2x 5.1x 6.1x 9.1x 15.2x 7.3x 10.9x 93.7x 70.6x 41.7x 55.0x
Competitor G G.TO $22.48 $2,559 $2,349 3.5x 6.7x 2.3x 2.6x 7.9x 13.0x 7.2x 7.4x 113.5x 64.7x 62.1x 55.9x
Competitor H H.TO $17.68 $7,358 $7,215 5.5x 5.2x 2.4x 0.8x 7.2x 9.6x 7.9x 6.4x 90.6x 47.4x 51.7x 57.7x
Competitor I I.TO $13.80 $7,744 $7,376 3.9x 3.5x 2.9x 2.7x 10.5x 9.5x 9.0x 8.5x 99.5x 51.8x 49.7x 39.6x
Company A A $40.00 $2,228 $2,627 3.9x 3.5x 2.9x 2.7x 10.5x 9.5x 9.0x 8.5x 99.5x 51.8x 49.7x 39.6x
High $10,190 $11,025 7.0x 7.2x 6.4x 6.1x 11.9x 15.2x 13.9x 14.0x 113.5x 70.6x 65.4x 57.7x
Median $5,197 $5,664 3.9x 5.1x 3.2x 2.7x 8.5x 9.5x 9.0x 8.1x 99.5x 58.5x 51.7x 50.5x
Mean $5,352 $5,555 4.3x 5.0x 3.9x 3.1x 9.0x 10.4x 9.4x 8.7x 99.6x 58.9x 54.1x 48.9x
Low $2,228 $2,349 2.0x 2.0x 1.8x 0.8x 6.8x 5.8x 5.0x 5.5x 89.8x 47.4x 41.7x 39.6x
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
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Precedents Analysis
• (Which transactions did you select to value Company A? Why? What similarities exist between the target and Company A?)
• (In what ways would Company A command a higher TV if they were put in the position of a target? What competitive advantages does Company A have over past transaction targets?)
• (How are the industry verticals classified relative to Company A and its strategy? Is there an identifiable trend over time regarding industry multiples? Are they contracting or expanding?
Why? What’s the secular driver within the industry?)
Precedent Transaction Rationale
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
21. corporatefinanceinstitute.com
Strategic Review and Opportunities
VALUATION OVERVIEW
Industry Vertical A:
• EV/EBITDA: 0.0x – 0.0x
• EV/Revenue: 0.0x – 0.0x
• P/E: 0.0x – 0.0x
Industry Vertical B:
• EV/EBITDA: 0.0x – 0.0x
• EV/Revenue: 0.0x – 0.0x
• P/E: 0.0x – 0.0x
• (What observations can you make about the range of multiples?
What insights can be gained from the differences? What is the
industry trending towards?)
Company A:
• EV/EBITDA: 2.9x
• EV/Revenue: 3.5x
• P/E: 51.8x
• (Where does Company A stand in terms of relative industry
valuation? Why is it currently trading at a premium/discount?)
All multiples are NTM
M&A Opportunities
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
Key Transaction Theme 1: (In short, why should this theme be the focal point for Company A’s
management team?)
• (Why will this be the game-changing opportunity for Company A? Why is the timing ideal
right now?)
Key Transaction Theme 2:
Key Transaction Theme 1:
Key Transaction Theme 2:
Key Transaction Theme:
Reco 1:
Reco 2:
Reco 3:
22. corporatefinanceinstitute.com
Recommendation 1
Strategic Rationale
Prime Target Company Overview
• (Ideally, you will want to show the accretion/dilution at different control premiums,
showcase potential synergies, and demonstrate a multiple re-rating in the market following
the acquisition)
• (How does this target company fit in with Company A’s strategy? What are some of the
intangible elements like customer relationships or human capital talent that Company A
will receive in the acquisition?)
• (Why now? Timing considerations?)
Target Revenue & EBITDA Forecast
• Prime Target
Valuation Multiples
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
23. corporatefinanceinstitute.com
Strategic Rationale
• (When pitching a transaction opportunity to company management, it is best to give your
top recommendation first as their time is valuable. If they are not interested in the first
transaction, the next two recommendations are there to serve as a backup.)
• (There should still be strong strategic rationale to pursue these transactions, what are
they? Are there diversification opportunities available? Scaling opportunities? Etc.)
Acquisition Opportunities
Target A Revenue & EBITDA
• Target A
• Target B
Target A Revenue & EBITDA Forecast
Recommendation: Content/Production Focus
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
24. corporatefinanceinstitute.com
Strategic Rationale
• (When pitching a transaction opportunity to company management, it is best to give your
top recommendation first as their time is valuable. If they are not interested in the first
transaction, the next two recommendations are there to serve as a backup.)
• (There should still be strong strategic rationale to pursue these transactions, what are
they? Are there diversification opportunities available? Scaling opportunities? Etc.)
Acquisition Opportunities
Target C Revenue & EBITDA
• Target C
• Target D
Target C Revenue & EBITDA Forecast
Recommendation: Content/Production Focus
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
26. corporatefinanceinstitute.com
Investment Banking Team
“Our team is composed of a comprehensive roster of experienced and knowledgeable seniors and juniors to execute this transaction”
(For sell-side pitchbooks: What previous transaction experience does the team have? What is their background and education? How many years experience in the industry? What previous
relevant positions have the directors held?)
(For buy-side pitchbooks: How extensive are the personnel resources of the bank? What divisions of the bank can contribute to what element of the transaction? How can I contact the
different individuals listed?)
M&A Group
First Last Name – Position, Head of, Group
Phone Number
Email Address
Equity Capital Markets
First Last Name – Position, Head of, Group
Phone Number
Email Address
Debt Capital Markets
First Last Name – Position, Head of, Group
Phone Number
Email Address
Industry Group
First Last Name – Position, Head of, Group
Phone Number
Email Address
Team Leaders
First Last Name – Position, Head of, Group
Phone Number
Email Address
Leveraged Finance
First Last Name – Position, Head of, Group
Phone Number
Email Address
Industry Group
First Last Name – Position, Head of, Group
Phone Number
Email Address
Satellite Office
First Last Name – Position, Head of, Group
Phone Number
Email Address
Private Equity
First Last Name – Position, Head of, Group
Phone Number
Email Address
Precedent Transaction Rationale
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
27. corporatefinanceinstitute.com
Deal Tombstones
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Notable Past Transactions
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
1
Company Overview
2
Industry Overview
3
Valuation
4
Transaction
Opportunities
5
Team Overview
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
Company Name
$ Deal Amount
Deal Unit Size
Deal Type
Deal Position
DATE
Logo:
.PNG format
“ 1,000 key Grand Hyatt-managed hotel, 2,000 condominium hotel units totaling approximately 2,232,000 square feet, a 75,000 square foot casino, 275,000 square feet of retail and restaurant space, 150,000 square feet of meeting and ballroom space” - http://greatlasvegascondos.com/cosmopolitan_construction_financing.htm
2,200 condo-hotel units or 2,000 units?
“Approximately 2,700 keys comprised of luxury condo-hotel units and hotel rooms with over 1,700 condo-hotel units offered for sale” - http://www.hotel-online.com/News/PR2005_2nd/Apr05_HyattCosmopolitan.html
“- Initial developer Ian Eichner exhausts project funding / defaults on construction loans of $760 million and enters foreclosure” - http://www.examiner.com/article/cosmopolitan-the-rocky-past-and-uncertain-future-of-the-newest-vegas-resort
- Confirmed at 760 with Bloomberg article
€500m write-off in 2009 (annual report 2010) ~ $750m
“ 1,000 key Grand Hyatt-managed hotel, 2,000 condominium hotel units totaling approximately 2,232,000 square feet, a 75,000 square foot casino, 275,000 square feet of retail and restaurant space, 150,000 square feet of meeting and ballroom space” - http://greatlasvegascondos.com/cosmopolitan_construction_financing.htm
2,200 condo-hotel units or 2,000 units?
“Approximately 2,700 keys comprised of luxury condo-hotel units and hotel rooms with over 1,700 condo-hotel units offered for sale” - http://www.hotel-online.com/News/PR2005_2nd/Apr05_HyattCosmopolitan.html
“- Initial developer Ian Eichner exhausts project funding / defaults on construction loans of $760 million and enters foreclosure” - http://www.examiner.com/article/cosmopolitan-the-rocky-past-and-uncertain-future-of-the-newest-vegas-resort
- Confirmed at 760 with Bloomberg article
€500m write-off in 2009 (annual report 2010) ~ $750m
Tombstone guidelines can be found at - \\TOCS2002\INVEST_DS\multipub\CREDENTIALS\Tombstones\Tombstone Guidelines 2003.ppt
